Baltimore Teachers Union v. Mayor and City Council of Baltimore

¹⁷¹ DAVIS, Judge. This appeal arises out of a dispute between the Baltimore Teachers Union, American Federation of Teachers, Local 340, AFL-CIO (appellant) and the Mayor and City Council of Baltimore (appellee) over appellee’s alleged breach of a wage agreement between the parties. Although a number of questions are presented for our review, we restate them, distilled to two substantive issues, as follows: I. Was it a “mistake so gross as to work manifest injustice” for the arbitrator to determine that he was without authority to award a remedy for the breach of contract?

II

Was it a “mistake so gross as to work manifest injustice” for the arbitrator to determine that a valid contract existed under which appellee could be liable? We answer both questions in the affirmative. As we shall explain, the result of our disposition of these questions is that the judgment of the Circuit Court for Baltimore City (Ward, J.) must be affirmed. FACTS The sad affair that gives rise to this appeal presents yet another setback for the most noble of professions whose members perform the most essential function in a well-ordered society.

Appellants won a Pyhrric victory in their quest for parity in pay with the jurisdictions surrounding Baltimore City—that victory coming in the form of an agreement with appellees to grant the pay increases—only to then face the dual obstacles of procedural barriers and budget shortfalls. On June 24, 1992, appellant filed suit against appellee in the Circuit Court for Baltimore City to compel appellee to submit to arbitration a contract grievance between the parties, the details of which are fully discussed below. On June 25, 1993, the circuit court ordered that the parties submit their dispute to arbitration. The circuit court amended this order on August 3, 1993, directing “that the Parties proceed to arbitration on all issues, both procedural and substantive.” Collec ¹⁷² tively, these orders shall be referred to as the circuit court’s Orders to Arbitrate.

As ordered, the matter proceeded to arbitration. Over the course of several days in April and May of 1994, full hearings were held before an arbitrator from the Federal Mediation and Conciliation Service. Evidence was presented, testimony was taken, and arguments were submitted. On December 7, 1994, the arbitrator issued a lengthy written Opinion and Award.

The Opinion and Award comprehensively recites the underlying facts of this dispute. As the parties do not dispute these facts, our discussion below summarizes the facts as set forth in the Opinion and Award. Appellant represents appellee’s teachers in collective bargaining negotiations with appellee. Salaries of Baltimore City teachers have historically been lower than the salaries of teachers in surrounding jurisdictions.

This gap between salaries has reached $5,000 per year in recent years, and has caused difficulty in attracting quality teachers to Baltimore City and an ongoing loss of experienced teachers to higher paying surrounding jurisdictions. This disparity has been a concern of elected officials, including Mayor Schmoke, administrators, teachers, and appellant. According to the testimony of witnesses for appellant, to address the wage disparity problem, appellant desired an 8% wage increase in the first two years of a three-year collective bargaining agreement and, in the third year, wage parity with surrounding jurisdictions. Appellant states that, in response, Mayor Schmoke stated something to the effect of “you’ve got it.” According to appellant’s witnesses, the Mayor was aware of anticipated APEX funding 1 from the State, and the parties contemplated that parity would be achieved out of those funds. ¹⁷³ In 1988, appellee and appellant entered into negotiations over a collective bargaining agreement (Agreement).

During these negotiations, then-Labor Commissioner Richard J. Whalen represented appellee. Whalen opposed the concept of automatic parity and refused to agree to the parity package. Appellant went to the Mayor, who supported appellant’s position, and worked with appellant to craft a comparability formula. 2 According to appellant’s witnesses, appellee thereupon changed its position at the bargaining table and accepted appellant’s parity concept. The agreement that was eventually negotiated covered the period July 1, 1989 through June 30, 1992 (fiscal years 1990, 1991 and 1992). 3 The agreement provided wage increases of 8% in each of the first two fiscal years.

The following “wage reopener” provision (Section 5.1.3. of Article V, Compensation and Related Matters, of the Agreement) controlled in the third year of the Agreement (fiscal year 1992): The Employer and the Union agree to reopen negotiations on salaries for the 1991-92 school year. It is the goal of the City of Baltimore and the [ Union] to support salary levels for teachers comparable to competitive area districts. Adjustments to the salary schedule for the third year shall be determined by the following methods: a. A list of districts shall be identified and 1991-92 salary schedules obtained from those districts. ¹⁷⁴ b.

Benchmark positions are the minimum and maximum positions on each lane of the schedule. c. The benchmark positions shall be averaged for all districts in the sample. d. The City will cooperate with [Union] requests for revenue or expenditure estimates. e. Once implemented, the schedule shall remain in effect until modified through subsequent agreements.

By the fall of 1990, when negotiations began between appellee and appellant under the wage reopener provision, the economy was stagnant, and appellee and the State were experiencing serious financial problems. The Opinion and Award refers to Baltimore Teachers Union v. Mayor and City Council of Baltimore, 6 F.3d 1012, 1020 (4th Cir.1993), wherein appellee’s poor financial condition and its operational and budgetary actions in response thereto are fully described. In early February 1991, in advance of fiscal year 1992, the parties attempted to negotiate a successor agreement to the 1989-1992 Agreement. Appellant sought both general and parity wage increases, asserting that such increases were due under the wage parity reopener provision of the Agreement and that revenues were available to fund the increases.

Furthermore, appellant asserted that a wage gap between appellee’s teachers and surrounding jurisdictions remained. Appellant’s calculations for fiscal year 1992 indicated a 12.9% wage gap. Appellant insisted that the agreed-upon parity “goal” meant a definite commitment to “do something” about achieving parity, assuming revenues could be identified. Appellee’s position, on the other hand, was that there were no funds available for wage increases for fiscal year 1992.

Moreover, based on arguments concerning national wage levels for teachers in large cities, appellee asserted that parity increases were not due. Appellee further argued that the Agreement’s use of the word “goal” was insufficient to constitute a binding promise. The parties ultimately agreed to a wage freeze for fiscal year 1992. ¹⁷⁵ The wage agreement for the fiscal year 1992 wage reopener was embodied in a September 12, 1991 letter from Jesse E. Hoskins, appellee’s acting Labor Commissioner, to Irene Dandridge, appellant’s President. The parties refer to this letter as the first “Side Letter.” Dandridge counter-signed and dated the first Side Letter in an underlined space corresponding to the typed-word “ACCEPTED.” Paragraph 3 of the first Side Letter reads, in pertinent part, as follows: [Appellee] and [appellant] agree to restate our position on Article V—Compensation and Related Matters, Paragraph 5.1(3).

The parties agree that the goal of [appellee] and [appellant] is to support salary levels for teachers comparable to our competitive area districts. To further our mutual commitment, effective July 1, 1992, a minimum annual parity increase of not less than one percent (1%) will be received. Such parity increases in the aggregate shall not exceed six percent (6%). During FY 1993 and subsequent years both parties agree that the parity increase will only be received provided revenues can be identified.

(Emphasis added). During fiscal year 1992, the State cut funding to appellee twice, totalling approximately $37.5 million. These cuts, along with a decline in tax revenues, forced appellee to terminate or cut programs, and furlough and lay off employees. During the course of fiscal year 1992, appellee also imposed several unpaid furlough days (“K days”) on teachers.

The Agreement and first Side Letter were set to expire at the end of fiscal year 1992. For fiscal year 1993, the parties signed a second Side Letter, dated June 19, 1992, in which the parties confirmed their agreement to extend for one year the Agreement and the terms of the first Side Letter. The Opinion and Award states that appellant had the second Side Letter approved by appellee’s Board of Estimates, committing appellee to honor its terms for fiscal year 1993. The second Side Letter was stamped “APPROVED BY THE BOARD OF ESTIMATES JUL 29 1992,” and signed by appellee’s comptroller.

According to the arbitrator, Board of Estimates ¹⁷⁶ approval of the second Side Letter was consistent with its treatment of contracts with vendors and others, but not consistent with its general practice in reviewing collective bargaining agreements. During negotiations for fiscal year 1993 (and also for previous fiscal year 1992), Hoskins reviewed the proposed “provided revenues can be identified” language of the first Side Letter with Edward Gallagher, appellee’s Director of Finance. Gallagher assumed that Hoskins wrote that language, and indicated to Hoskins that Gallagher could “live with it.” Gallagher testified that he understood the language to “obligat[e] the [appellee] to try, if it could identify revenues, to provide th[e] parity adjustment,” and asserted that the identification of revenues was the right of appellee, rather than a joint task of appellee and appellant. Gallagher testified that “identifying revenues” was a budget term of art for finding revenues from new or unanticipated sources, over and above the current budget allocation.

Gallagher conceded that appellee’s administration was obligated to make a good-faith effort to identify revenues to fund the parity increase. Notwithstanding this understanding, Gallagher stated that neither he nor his department carried out this obligation. Gallagher confirmed that the Board was ultimately responsible for identifying revenues, based on, though not necessarily adopting, appellee’s recommendations. Gallagher conceded that neither the wage increase nor the obligation to identify revenues was included in his transmittals submitted to the Board of Estimates.

Nor did Gallagher do anything else to alert the Board of Estimates of appellee’s obligation to identify revenues. Gallagher conceded that it was appellee’s duty to do this, and that the Board of Estimates might not have been aware of the obligation to identify revenues. In sum, Gallagher dismissed the process of identifying revenues as being much less important than his overall efforts to balance the budget that year. Appellee spent its fiscal year 1993 APEX monies on fixed assets, additional administrators, a new management informa ¹⁷⁷ tion system, and other items, none of which included salary increases for teachers, despite the fact that $16 million of the $38 million of APEX money that the State directed to appellee for education was considered “unrestricted.” 4 The Department of Finance did not allocate revenues in its proposals for the fiscal year 1993 budget for a parity increase.

When the budget proposals reached the Board of Estimates, neither the Department of Finance nor the Board raised the issue of wage parity. The budget recommendations adopted by the Board of Estimates for fiscal year 1993 included no such monies. By letter dated June 15, 1992, appellant reiterated its position that revenues were available in the budget for a parity increase for fiscal year 1993. Appellant requested arbitration as to the meaning of the term “revenues” and the nature of the parties’ obligations under the Side Letter for fiscal year 1993. 5 Appellee refused to arbitrate, whereupon appellant obtained the circuit court’s Order to Arbitrate the fiscal year 1993 dispute.

After presenting these facts, the arbitrator made certain determinations. Central was the determination that the Side Letters constituted a binding contract for fiscal year 1993. Under this contract, the fiscal year 1993 wage increase to achieve parity was conditioned on the identification of revenues. The arbitrator further determined that appellee had an obligation to review its revenues and priorities diligently and in good faith in an attempt to identify sufficient revenues from which wage parity could be funded.

According to the arbitra ¹⁷⁸ tor, however, appellee failed to do this, thereby breaching its contract under the Side Letters for fiscal year 1993. Although finding that appellee breached the fiscal year 1993 wage increase agreement, the arbitrator determined that he was without authority to grant a remedy for the breach. In this regard, the Opinion and Award reads, in pertinent part, as follows: Wages paid to teachers, including any parity increase for [fiscal year] 1993 which might have been paid pursuant to the Side Letters, come from appropriated funds. To be paid, the funds must be approved in accordance with the budget process.

I have searched the language of the Agreement; and I am not persuaded that it gives me authority to direct the budget process and, in particular, no authority to direct the policy or legislative processes. I have searched [appellant’s] arguments and case law for authorities which would support my authority to direct such a result. I find none. Indeed, the facts that the political and budget process have been completed for [fiscal year] 1993, the revenues (including the APEX funds) spent, and the books closed would appear to require that any monetary award be paid from funds from the current or subsequent fiscal year.

And those payments would also require authorization from the appropriate legislative bodies. Thus, it does not appear that there is any effective way for any forum other than the Board of Estimates to remedy [appellee’s] breach of its obligation. To require [appellee], at this time, to conduct a review to determine whether [fiscal year] 1993 APEX monies were required to have been spent on the parity increase, or whether other revenues might have been identified, would be an exercise in futility. The actual spending figures for that year superseded the budget figures prepared in advance.

To require [appellee], retroactively, to pay the parity increase assumes the very determination as to revenue identification and priorities which the Side Letters did not require. ¹⁷⁹ Of [appellant’s] argument that State law (the Maryland Educational Code) binds [appellee] to accept both arbitral determination and remedy, notwithstanding limitations the Charter might impose, I am not convinced. Neither the Agreement nor the general provision of the Code give me authority to order the appropriation of taxpayer funds. That is the exclusive prerogative of the legislature. Further, the most that I can enforce is the agreement of the Parties themselves.

As the discussion in the foregoing sections indicates, I am not persuaded that the Side Letters required [appellee] to pay a parity increase. It may well be that other forums, judicial or political, have authority to compel [appellee] and Board to take concrete steps toward the goal of pay equity, based on the [fiscal year] 1993 obligation of [appellee], as expressed in the Side Letters. I express no opinion as to the existence of such authority by any other forum. If so, my conclusion and Award that [appellee] violated its obligation under those Letters may be a useful finding.

However, I am not persuaded that I have authority to more than make such a declaration. The Award so reflects. (Citation omitted). After the issuance of the arbitrator’s Opinion and Award, appellant filed a motion with the circuit court to modify or vacate the arbitrator’s decision.

Therein, appellant requested, among other things, that the circuit court order the “payment of the parity wages due in Fiscal Year 1993 to the City’s teachers” in order to correct the arbitrator’s “palpable mistake of law” in refusing to fashion a remedy. Both parties filed motions for summary judgment. In support of its motion, appellee argued that the arbitrator’s Opinion and Award should not be modified or vacated because: (1) the arbitrator did not commit a “palpable error of law” in determining that he was without authority to order or appropriate the expenditure of taxpayer money, and (2) since there was not a genuine dispute of material fact that the Board of Estimates did not appropriate the money for the wage increase, there was not a final approval of the wage increase agreement for fiscal year ¹⁸⁰ 1993, and thus, a valid and binding contract did not exist between the parties under which appellee could be liable. On April 10, 1995, the circuit court granted appellee’s motion for summary judgment and denied appellant’s motion for summary judgment.

In so doing, the circuit court “adopt[ed] the reasoning of [appellee],” without any further explanation. This appeal follows. LEGAL ANALYSIS Standard of Review The principles controlling the standard of appellate review of an arbitrator’s award are crucial in the case at hand. Because neither the Agreement nor Side Letters expressly provided that the Maryland Uniform Arbitration Act (MUAA) should apply, the MUAA does not apply here.

Md.Code Ann., Cts. & Jud.Proc. § 3-206(b) (1995); Board of Educ. v. Prince George’s County Educators’ Ass’n., 309 Md. 85, 96 , 522 A.2d 931 (1987). “Rather, the Maryland common law principles for reviewing arbitration awards are controlling.” Prince George’s County Educators’ Ass’n., 309 Md. at 98 , 522 A.2d 931 . In Prince George’s County Educators’ Ass’n., the Court of Appeals held: Under Maryland common law standards for reviewing arbitration awards ... we hold that an award is subject to being vacated for a “palpable mistake of law or fact ... apparent on the face of the award” or for a “mistake so gross as to work manifest injustice.” Id. at 105 , 522 A.2d 931 . Additionally, Prince George’s County Educators’ Ass’n. recognized that courts have vacated arbitration awards based on the similar standard of “manifest disregard of law.” Id. at 101-05, 522 A.2d 931 . According to the Court of Appeals, courts consider a “ ‘manifest disregard of law ... [to] be something beyond and different from a mere error in the law or failure on the part of the arbitrators to understand or apply the law.’” Id. at 102, 522 A.2d 931 (quoting San Martine Compania De Navegacion, SA v. Saguenay Terminals, Ltd., 293 F.2d 796, 801 (9th Cir.1961)). ¹⁸¹ See also Jih v. Long & Foster Real Estate, Inc., 800 F.Supp. 312, 317, 320 (D.Md.1992) (“manifest disregard of the law” is a common law basis for judicial review of arbitration awards connoting more than a mere legal error or misunderstanding).

Similarly, in Chillum-Adelphi Volunteer Fire Dep’t v. Button & Goode, Inc., 242 Md. 509, 517 , 219 A.2d 801 (1966) (citations omitted), the Court of Appeals stated: Although a court may modify an arbitration award for a mistake of form such as an evident miscalculation of figures, an arbitrator’s honest decision will not be vacated or modified for a mistake going to the merits of the controversy and resulting in an erroneous arbitration award, unless the mistake is so gross as to evidence misconduct or fraud on his part. Indeed, because Maryland courts have historically considered arbitration to be a “favored” dispute resolution method, common law rule dictates that courts generally must defer to the arbitrator’s findings of fact and applications of law. Baltimore County v. City of Baltimore, 329 Md. 692, 701 , 621 A.2d 864 (1993). Thus, courts are fairly reluctant to disturb the award of an arbitrator where the award reflects the honest decision of the arbitrator and is the product of a full and fair hearing of the parties.

Id. (citing Prince George’s County Educators’ Ass’n, 309 Md. at 98 , 522 A.2d 931 ). See also Mayor & City Council of Baltimore v. Allied Contractors, Inc., 236 Md. 534, 545 , 204 A.2d 546 (1964) (“an award is final and conclusive on both parties in the absence of fraud or mistake so gross as to imply bad faith or the failure to exercise honest judgment.”). Distinguishing between a “palpable mistake of law or fact ... apparent on the face of the award” or a “mistake so gross as to work manifest injustice,” or a “manifest disregard” is like shoveling smoke.

Williams v. Superintendent, 43 Md.App. 588, 591 , 406 A.2d 1302 (1979), vacated, 288 Md. 523 , 419 A.2d 383 (1980). Indeed, these standards are so closely related to each other that they appear to be no more than different ways of describing the same thing. However the ¹⁸² mistake is characterized, the burden of showing that an award is invalid rests with the party attacking the award. Parr Constr.

Co. v. Pomer, 217 Md. 539, 543 , 144 A.2d 69 (1958). In view of the foregoing, this burden is a heavy one. In addition to these principles, we must be mindful that the circuit court granted appellee’s motion for summary judgment and denied appellant’s motion for summary judgment, thereby denying appellee’s petition to modify or vacate the arbitrator’s award. Where no issue of fact exists to be tried before the circuit court, as in this case, summary judgment may properly be granted in a judicial proceeding challenging an arbitration award.

Chillum-Adelphi Volunteer Fire Dep’t, 242 Md. at 519 , 219 A.2d 801 . Thus, in reviewing a trial court’s grant of summary judgment, an appellate court is required to determine whether the trial court’s ruling was legally correct. Nationwide Mut. Ins.

Co. v. Scherr, 101 Md.App. 690, 694 , 647 A.2d 1297 (1994); Hrehorovich v. Harbor Hosp. Ctr., Inc., 93 Md.App. 772, 785 , 614 A.2d 1021 (1992), cert. denied, 330 Md. 319 , 624 A.2d 490 (1993). If, therefore, the arbitrator’s award should, as a matter of law, remain undisturbed, then the trial court was legally correct in entering summary judgment against appellant and in favor of appellee. Chillum-Adelphi Volunteer Fire Dep’t, 242 Md. at 519 , 219 A.2d 801 .

Before turning to the merits of this appeal, while keeping in mind the above principles, it is necessary to bring into focus our specific task on this review, in light of the nature of the circuit court’s order granting summary judgment in favor of appellee and against appellant. As we stated above, the trial judge adopted appellee’s reasoning in ruling as it did. Also as mentioned above, appellee’s reasoning was that it was entitled to summary judgment on two grounds: (1) the arbitrator did not commit a “palpable error of law” in determining that he was without authority to grant a remedy; and (2) since it was undisputed that the Board of Estimates did not appropriate funds for the wage increase, the Board of Estimates did not ¹⁸³ finally approve the wage increase agreement, and, therefore, a binding, valid agreement did not exist. Because the circuit court did not state on which of these two grounds its grant of summary judgment was based, we must operate on the basis that the circuit court’s ruling was alternative in nature.

In other words, under the circuit court’s ruling, appellee was entitled to judgment as a matter of law because the arbitrator’s determination that he was without authority to grant a remedy (assuming a valid contract existed) was not so erroneous under the above standard of review principles as to require that determination to be set aside or modified, or, in the alternative, because there was no contract between the parties. This means that on this review we must determine whether the circuit court was legally correct in basing its grant of summary judgment in favor of appellee and against appellant on either of the two alternative grounds. I Our first task, under the above enunciated principles of judicial review, is to determine whether the circuit court was legally correct in leaving undisturbed the arbitrator’s conclusion that he was without authority to grant a remedy. Essentially, appellant argues that the arbitrator’s refusal to grant a remedy was a palpable error of law apparent on its face, which will work a manifest injustice.

In this regard, appellant contends that the arbitrator “ducked” his responsibilities under the circuit court’s Orders to Arbitrate, which required arbitration of “all issues, both procedural and substantive.” Moreover, appellant asserts that the arbitrator defeated the strong public policy underlying arbitration (namely, that arbitration bring the dispute to a final resolution) by finding a breach of contract but not awarding a remedy therefor. Appellant relies on Snyder v. Berliner Constr. Co., 79 Md.App. 29 , 555 A.2d 523 (1989), for this proposition. We agree with appellant’s position.

The arbitrator’s decision declining to award a remedy was a palpable error resulting in a manifest injustice requiring the vacation or modifica ¹⁸⁴ tion of the arbitrator’s Opinion and Award. As fully explained below, consistent with the principles of appellate review of an arbitration award, we find that the arbitrator’s refusal to grant appellant a remedy, after so definitely determining that appellee had breached the fiscal year 1993 wage parity agreement, to be an improper abdication of his jurisdiction. Our holding rests largely on Snyder . While we recognize that Snyder may not be controlling on this appeal, because it was decided under the MUAA, the case is highly persuasive and is instructive in the resolution of this issue.

In Snyder , a building owner refused to pay a contractor the final installment under a renovation contract. Id. at 31 , 555 A.2d 523 . The contract contained an arbitration clause, and the owner submitted the dispute by letter to the American Arbitration Association (AAA). Id. at 32 , 555 A.2d 523 .

The letter, among other things, stated that “no money is due from the owner to the contractor.” Id. The contractor responded with an “Answer and Counterclaim,” stating that all work was properly performed under the contract, and that the final installment was therefore due and owing. Id. AAA then advised the contractor that the counterclaim was not necessary since the question of liability for the installment had been submitted by the owner’s initial letter.

Id. Accordingly, the contractor withdrew the counterclaim, reserving it as a defense to the owner’s claim. Id. at 32-33 , 555 A.2d 523 . After an evidentiary hearing, the arbitrator issued an order and opinion granting the owner’s claim that it was not liable to the contractor for the final installment.

Id. at 33 , 555 A.2d 523 . “In the same breath, however, the arbitrator stated that [the contractor’s] claim was meritorious, lacking only a request for monetary relief.” Id. In this regard, the arbitrator concluded that he was without authority to grant monetary relief since the counterclaim requesting such relief had been withdrawn. Id. The arbitrator “nevertheless granted [the owner] a monetary award of $1,500.00, ‘in full settlement of all claims submitted.’ ” Id. ¹⁸⁵ In response, the contractor requested the circuit court to vacate the arbitrator’s award.

Id. Finding the arbitrator’s award to be “clearly irrational,” the trial judge vacated the award and remanded the case to AAA for a determination of the owner’s liability. Id. The owner appealed the trial judge’s remand order to this Court, and we affirmed the circuit court.

Id. During our discussion of an appellate court’s standard of review under the MUAA of an arbitrator’s award, we made several important observations. First, we noted that an arbitrator will be deemed to have exceeded his powers where he issues “an award which cannot be supported by any rational construction of the parties’ substantive contractual provisions.” Id. at 37, 555 A.2d 523 (citing O.S. Corp. v. Samuel A. Kroll, Inc., 29 Md.App. 406, 408-09 , 348 A.2d 870 (1975)). 6 Second, we observed that “arbitrators exceed their jurisdiction by refusing to consider all claims that are properly before them.” Id. at 37-38, 555 A.2d 523 (citing McKinney Drilling Co. v. Mach I Ltd. Partnership, 32 Md.App. 205, 211 , 359 A.2d 100 (1976)). With these principles in tow, we then set out to determine whether the arbitrator’s failure to fashion a remedy warranted correction of the award.

In so doing, we explained as follows: We begin by reiterating that [the owner’s] original letter of submission to AAA requested a finding that “no money is due from the [owner] to the [contractor].” [The owner] plainly was referring to the final $86,767.28 contract installment. ... Whether the arbitrator ever resolved this issue is difficult to ascertain due to the sparse record of the arbitration proceedings and the rather obtuse opinion issued by the arbitrator when announcing his award. While the arbitrator ultimately found that [the owner] owed no money to [the contractor], the basis for this decision is at best ¹⁸⁶ murky. He either decided the matter on a substantive basis, concluding that the [contractor’s] work on [the owner’s] property was deficient, or he decided the case on a procedural basis, concluding that he lacked the jurisdiction to grant an award in response to [the contractor’s] perhaps otherwise meritorious position.

In either case, we will affirm the ruling of the trial court. Id. at 38, 555 A.2d 523 . Accordingly, we held that if the arbitrator’s decision was a substantive determination, then it was completely irrational. Id. at 39 , 555 A.2d 523 .

In this regard, we stated that it approached the “height of irrationality” for the arbitrator to deny the contractor relief, yet state that the contractor’s position was meritorious. Id. at 39 , 555 A.2d 523 . Alternatively, if the arbitrator concluded that he was without authority to grant a remedy to the contractor for the owner’s breach, then this was improper as a matter of law. Id.

We held that the arbitrator’s belief that the contractor’s withdrawal of the counterclaim precluded monetary relief was an “unduly restrictive view of his jurisdiction.” Id. at 39-40 , 555 A.2d 523 . This was because the arbitrator’s power to grant an award emanated not from the contractor’s counterclaim, but from the owner’s original submission of the dispute to arbitration. Id. at 40 , 555 A.2d 523 . “Indeed, there would have been no need for an arbitration had this central issue of contract liability been removed from consideration.” Id. at 39 , 555 A.2d 523 . We therefore affirmed the trial court’s ruling remanding the case to the arbitrator for a full and complete determination.

Id. at 40 , 555 A.2d 523 . As mentioned, Snyder is not necessarily controlling on this appeal. Most obviously, Snyder was a MUAA case, and the instant appeal is under the common law. This, however, does not render Snyder uninstructive here.

Although we need not decide conclusively, the common law principles discussed above relating to our standard of review appear to be quite similar to those embodied in the MUAA. As we explained in Snyder ¹⁸⁷ Section 3-223 of the MUAA provides that the court shall modify or correct an arbitrator’s award if: (1) There was an evident miscalculation of figures or an evident mistake in the description of any person, thing, or property referred to in the award; (2) The arbitrators have awarded upon a matter not submitted to them and the award may be corrected without affecting the merits of the decision upon the issues submitted; or (3) The award is imperfect in a matter of form, not affecting the merits of the controversy. Section 3—224(b) further provides that an arbitrator’s award will be vacated if: (1) An award was procured by corruption, fraud, or other undue means; (2) There was evident partiality by an arbitrator appointed as a neutral, corruption in any arbitrator, or misconduct prejudicing the rights of any party; (3) The arbitrators exceeded their powers; (4) The arbitrators refused to postpone the hearing upon sufficient cause being shown for the postponement, refused to hear evidence material to the controversy, or otherwise so conducted the hearing ... as to prejudice substantially the rights of a party; or (5) There was no arbitration agreement ..., the issue was not adversely determined in proceedings under § 3-208, and the party did not participate in the arbitration hearing without raising the objection. Id. at 36, 555 A.2d 523 (quoting Md.Code Ann., Cts. & Jud.Proc. § 3-223(b) & § 3-224(b)).

As Snyder explained, under the provisions of the MUAA, an arbitrator will be deemed to have exceeded its powers where the arbitrator issues an award not supported by any rational construction of the parties’ substantive contractual provisions, or refuses to consider all properly submitted claims. These principles provided the basis upon which Snyder held that the ¹⁸⁸ arbitrator’s refusal to grant a remedy, after having found a breach, warranted correction of the arbitrator’s award. These principles also appear to be embodied in the common law standard of a “mistake so gross as to work manifest injustice.” In other words, an arbitrator’s refusal to grant a remedy where empowered to do so would seem to result in a mistake so gross as to work manifest injustice. We are satisfied, therefore, that Snyder’s legal principles relating to an arbitrator’s failure to provide a remedy, after having found a breach, are, at a minimum, helpful here. 7 Thus, with Snyder as our guide, we are convinced that it was a mistake so gross as to work manifest injustice for the arbitrator to refuse to provide a remedy after determining that appellee breached the fiscal year 1993 wage parity agreement.

Despite appellee’s suggestion to the contrary, after our review of the arbitrator’s Opinion and Award, we have no doubt that the arbitrator determined that a valid wage contract for fiscal year 1993 did in fact exist between the parties. 8 It is equally clear that the arbitrator found that appellee breached the contract by failing to undertake a good-faith effort to identify revenues with which to fund the pay increase. Having determined that appellee breached its obligation to identify revenues—a “precondition,” according to the arbitra ¹⁸⁹ tor, of appellee’s duty to actually increase teacher salaries— that obligation was excused and appellant was entitled to damages. See, e.g., Kahn v. Schleisner, 165 Md. 106, 113 , 166 A. 435 (1933) (where a promise is conditioned upon the happening of an event, the condition is dispensed with if the promisor prevents the event from happening). See also Bushmiller v. Schiller, 35 Md.App. 1 , 368 A.2d 1044 (1977) (where a home buyer failed to make a good faith effort to satisfy the condition precedent of obtaining financing, seller was entitled to damages for the breach).

The arbitrator, however, determined that he was without authority to award damages. In this regard, the arbitrator concluded that, since the political and budget processes were completed for fiscal year 1993 and the revenues have been spent, any monetary damages would have to be paid from current or future fiscal years, which would “require authorization from the appropriate legislative bodies. Thus, it does not appear that there is any effective way for any forum other than the Board of Estimates to remedy [appellee’s] breach of its obligation.” Similarly, appellee argues that the arbitrator’s factual finding that the Board of Estimates did not appropriate funds for the pay increase precluded the arbitrator from fashioning a remedy. In this regard, the arbitrator was not empowered to appropriate taxpayer funds to provide a remedy because this would be in contravention of the “virtually unfettered authority [that] the Board of Estimates has over the budget.” Furthermore, appellee argues that “the arbitrator was required to keep within the limits set by law.

Those limits included the State law making salaries of teachers subject to the approval of the City. See Maryland Education Code Annotated § 4-304(a)(3).” With all of these assertions, we disagree. In this case, as in Snyder , both appellee and the arbitrator have an “unduly restrictive view of [the arbitrator’s] jurisdiction.” See Snyder, 79 Md.App. at 39-40 , 555 A.2d 523 . Preliminarily, we observe that the arbitrator made the critical mistake of believing that “[t]o require the City, retroactively, to pay the parity increase assumes the very determination as ¹⁹⁰ to revenue identification and priorities which the Side Letters did not require.” Although it is true that the Side Letters conditioned the payment of wage increases on the identification of funds, appellee’s failure to satisfy its good faith obligation to